Reynolds Group completes US$2.5B notes offering, with proceeds to be held in escrow until close of Graham Packaging acquisition, enters into amendment to its senior secured credit facilities

Liling Tan

NEW YORK , August 9, 2011 (press release) – Reynolds Group Holdings Limited (“Reynolds Group”) announced today that it has completed a private placement of $1,500,000,000 of 7.875% senior secured notes due 2019 and $1,000,000,000 of 9.875% senior notes due 2019. The proceeds from the private placement will be held in escrow until the completion of the proposed acquisition of Graham Packaging Company Inc. (“Graham”). Customary closing conditions in the merger agreement with Graham must be satisfied or, to the extent permitted, waived prior to the consummation of the acquisition of Graham. In the event the acquisition of Graham is not consummated, the proceeds of the offering will be returned to investors together with accrued and unpaid interest and accreted original issue discount.

The notes have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and were offered and sold only to qualified institutional buyers in reliance on Rule 144A under the Securities Act or in accordance with Regulation S under the Securities Act. Unless so registered, the notes may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act) except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws.

In addition, Reynolds Group entered into an amendment to its existing senior secured credit facilities pursuant to which lenders committed to provide incremental term loans in an aggregate principal amount of $2,000 million, to be funded on the closing date of the acquisition of Graham.

Reynolds Group intends to use the proceeds from the offering and the incremental term loans under its senior secured credit facilities to finance the acquisition of Graham, repay certain indebtedness and pay related fees and expenses.

About Reynolds Group:

Reynolds Group is a leading global manufacturer and supplier of consumer food and beverage packaging and storage products: Reynolds Group is based in Auckland, New Zealand. Additional information regarding Reynolds Group is available at www.reynoldsgroupholdings.com.

This press release is for informational purposes only and is not an offer to sell or purchase nor the solicitation of an offer to sell or purchase securities and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which, or to any person to whom such an offer, solicitation or sale would be unlawful.

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